Friends Keep Panic Away
by GoldGuardian2418
Summary: The former 'Cons help Red Alert to not be afraid of them. Done as a request for EmeraldMoonGreen. :)


**EmeraldMoonGreen, who owns Kristin and Jay, asked for this one. Here you go, Amiga! Enjoy! :)**

 **Transformers Prime belongs to Hasbro. I own nothing.**

* * *

 **Friends Keep Panic Away**

"Optimus, we're a bit worried about Red," Kristin said to the leader of the Autobots.

"We've noticed that if any of the former 'Cons go near him, he'll try to get away and even being in the same room as them makes his horns spark really bad and sends him into a full-blown panic," said Jay.

Optimus nodded. "Red Alert does have a hard time trusting others at times," he said. "As we fought the Decepticons for a long time, to now be staying under one roof with them makes his paranoia much stronger."

"He's seen that Jay and I trust them, but we noticed how he seemed worried for our safety too and told us to be careful," said Kristin. "He didn't full-out say he didn't trust them, but we could tell that was what he was thinking."

Megatron gave a thoughtful nod. "What can we do to help his paranoia, Prime?" He asked. "Us former 'Cons don't like seeing Red Alert so afraid of us and the last thing we want to do is send him into so much of a panic attack that he wouldn't be able to recover from it."

Optimus nodded understandingly and noticed Kristin and Jay perk up. "Red Alert needs to spend time with you guys," said Jay. "After all, you guys helped me when I was scared of you and I get bad panic attacks. If you could help me, then I don't doubt you could help Red."

"I'm with Jay on that one," said Kristin. "What do you guys think?"

Optimus looked at Megatron, who nodded. "That is a good idea, but how do we get him to do so?" Optimus asked.

"What if the rest of us left the base and Red Alert is here with the former 'Cons?" Jay suggested.

Kristin giggled a little. "There's no way he could outrun five former 'Cons," she said.

Megatron looked at Optimus. "Prime? Do you agree?" He asked.

The leader of the Autobots nodded. "Yes," he said. "But at the first sign that Red Alert is unable to come out of a panic attack, I ask that you contact Ratchet at once."

"Agreed."

* * *

It only took about half-an-hour for Optimus to contact the Autobots with the exception of Red Alert and explain they were needed for patrol. They didn't question him as there had been a few problems with some of the locals and the Autobots wanted to make sure innocent people were out of harm's way.

The five former 'Cons saw it was just them and Red Alert at the base. "Perfect," said Megatron.

"Megatron, what if we do send him into a severe panic attack?" Starscream asked worriedly.

"Then we'll call Ratchet," the former warlord answered. "He is already aware of the situation and ready just in case we need him."

Soundwave's tentacles waved around gently. "Let's hope we don't have to call him," he said. "We need Red Alert to trust us."

Predaking gave a thoughtful hum. "If we could get Jay to trust us and he has panic attacks, then I'm sure we can do the same for Red Alert," he said.

"Then, let's move," said Megatron as they headed to the command center where the bot in question was on monitor duty.

Red Alert noticed how the Autobots weren't around, but thought perhaps they were with Kristin and Jay. Those two humans were interesting and he could tell his fellow Autobots cared for them and the other humans that were their charges. He checked the cameras and found it was peaceful. He then felt someone come up behind him and his horns sparked a little. "Ah, there you are, Red Alert," came a voice that he knew by spark and he stiffened as he turned to face the former 'Cons gathered behind him.

"What did you need?" Red Alert asked, trying to keep his voice level.

"Oh, just wanted to inform you that the other Autobots had gone out for a bit," Megatron said casually, his optics trained on the bot that was now beginning to shake slightly in front of them. "You're alone with us for a bit."

Red Alert began shaking badly now and his horns sparked again. When he saw Megatron reaching for him, that was it. He freaked out and bolted from the room. Having expected that, the former 'Cons gave chase.

It was quite a chase all over the base as they almost caught him a few times, but Red managed to stay just a bit ahead of them before Knockout noticed how he was getting tired. "We're tiring him out, Megatron," he said in concern.

Starscream was also concerned. "Which means he might black out," he said.

"If that happens, then we can capture him and get him someplace to rest," Megatron said.

No sooner had he said that, they saw Red Alert collapse on the floor and became still. Soundwave and Knockout quickly went and checked on him. "No damage," said Knockout with relief. "He just passed out."

Predaking lifted the red and white Autobot into his arms and followed Megatron, who knew where the poor, frightened bot could rest and they would have an easier time cornering him when he woke up.

* * *

Red Alert groaned as he woke up, rubbing his head and glancing around to see he was in the lounge area and the five former 'Cons were sitting nearby. "Well, look who woke up," said Megatron with a teasing smile.

Red Alert swallowed hard and was about to move for the door when Soundwave stepped closer. "The door's locked," he said. "You're not getting away from us that easily."

"No," the frightened bot whimpered softly.

"You didn't leave us much choice, Red Alert," said Starscream.

"But now, you're going to give us a chance to show you that you don't need to be afraid of us," said Predaking.

Red Alert's horns now began sparking like crazy and he began clawing at his helm and shaking, rapidly heading towards a full-out panic attack. Knockout, seeing this, was about to call Ratchet when Soundwave moved closer to Red Alert and held up his hands calmly and gently grabbed hold of the panicking bot's arms, but one of his hands slipped and brushed over Red's side.

A squeak as plain as day left Red Alert's mouth, but they noticed it was a surprised one, as if one had been caught off guard and was ticklish.

The former 'Cons looked at each other and nodded. "I believe we've just been given an idea as to how we can calm this one down," said Knockout.

"I agree with you, Knockout," said Megatron. "Men, get him."

Red Alert didn't have time to even put up a fight as Predaking grabbed him and held the panicked bot against his chest facing the others while securing the red and white arms over their captive's head. The others quickly closed in, raising their hands and wiggling their fingers eagerly. With Predaking behind him and securing him, Knockout and Starscream took their places by Red Alert's left and right sides and hips respectively, Megatron took his place by Red Alert's stomach, and Soundwave reached his tentacles towards the red and white bot's shoulder blades while taking his spot near Red's feet.

Red Alert opened his mouth to try and cry out for help when he felt the former 'Cons attack him, but to his shock, it didn't hurt. He then realized what they were doing and began giggling and laughing a little as his mind registered they were tickling him.

The former 'Cons began chuckling as they tickled him. "Well, who knew he'd be this ticklish?" Knockout asked.

"He reminds me of Jay with how ticklish his is," Soundwave said as he continued tickling Red Alert's feet and chuckled at seeing how the bot squirmed to get away from them.

Megatron, noticing how much their captive was squirming while laughing and giggling, kept one hand tickling the white stomach while one arm moved to pin Red's legs down to keep them still, his clawed hand gently gripping the bot's left knee.

An adorable squeal came from their captive and they watched him cackle madly and try to shake Megatron's hand off his knee, but the former warlord grinned. "My, my. I believe I might have found a sweet spot," he said teasingly and began tickling Red Alert's knees all over.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" Red Alert squealed loudly, squirming desperately.

"Aw, listen to that cute laughter," Starscream said teasingly.

"Look who likes being tickled," Knockout chuckled.

"He's as ticklish as a sparkling," said Soundwave before he began tickling Red Alert's feet faster.

"Indeed," said Megatron. "Who's such a cute, ticklish Autobot? Hmm?"

Oh, that teasing baby talk only made it worse for Red Alert, who began laughing harder. "Aww, look how cute and ticklish he is," said Predaking. "Why didn't we do this sooner? He's so much fun to tickle."

"We shall have to keep this in mind," said Starscream as they then heard Red Alert hiccupping now between laughs.

Deciding to give their captive a breather, they stopped tickling him, but Megatron motioned for Predaking to keep Red Alert pinned, which the former Predacon did so and they watched the bot recover. Knockout quickly checked his vitals and nodded. "He's good," he said.

Red Alert gazed at them and suddenly, his head hung, something that worried the former 'Cons and Megatron was about to gently tilt the helm up so that Red Alert could look at them when they heard him speak.

"I'm…so sorry. For acting the way I did," Red Alert said softly, looking very guilty. He felt a gentle hand tilt his face up to look at the former 'Cons, who gave him sympathetic smiles.

"We don't hold that against you," Megatron said gently. "We forgive you."

To their surprise, Red Alert just looked more guilty and they looked at each other and nodded, starting the tickle torture all over again.

Kristin led the way into the base and heard cute laughter and amused chuckles. "Come on," she said, leading them to the lounge, which Optimus unlocked, and they opened the door to see what was going on. Jay, who was beside Kristin, began giggling a little, as did she.

Red Alert was being tickled to pieces by the five former 'Cons and from the looks of it, he was enjoying it as he wasn't trying to get away from his tickling captors, something they recognized Jay would do too if he was being tickled.

The trapped bot then felt Predaking begin playfully nibbling at his neck and then the nibbling turned to ticklish raspberries, which made Red Alert lose it completely, especially when Megatron decided to add more to the tickle torture by blowing raspberries into Red Alert's stomach. "We're going to get you," Megatron said teasingly. "You're trapped, little one. As our ticklish prisoner."

That just made Red Alert squirmed harder, but still he didn't try to escape them, something his five captors quickly noticed. "Aww, look at him," the former warlord said to his friends. "He's such a cute, ticklish little one."

"And listen to those adorable giggles," said Soundwave teasingly.

Baby talk followed their teasing words, which had quite the amusing result on Red Alert before they made him fall into a helpless giggle fit as the five former 'Cons began using barely there, feather-light touches on their captive's tickle spots and from the sounds of Red Alert's giggles, they tickled the worst.

Kristin then noticed something. "Look," she whispered. "His horns aren't sparking."

Jay saw she was right. "Maybe because he's not afraid anymore," he said.

"That and laughter produces a positive effect," said Ratchet with a smile. "It reduces stress and panic, and as a result, Red Alert is much calmer now, even though he's trapped in a fit of the giggles."

It was then that Red Alert saw them and he looked relieved, even though he was still laughing from the tickle torture. "Kids! Optimus, sir! Help!" He pleaded through his laughter.

Kristin and Jay grinned and then looked at each other. "Charge!" They said in unison and ran up to Megatron, who began laughing as he felt the kids start tickling his stomach. The other former 'Cons joined in on the laughter as the Autobots playfully tackled them and tickled them a bit.

The base soon became quiet again and Ratchet, with Knockout's help, checked on Red Alert and found that he was fine and feeling a lot better. Megatron walked up to them and picked Red Alert up, setting him gently down on his feet and helping him stay upright until he got his balance back.

"So, do you trust us now, Red Alert?" He asked, his fingers gently tickling the bot's side.

A giggle escaped the red and white bot. "Yes," he said honestly. "Thank you."

"Anytime," Megatron said with a warm smile.

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 **Please leave a review, but no flames!**

 **GoldGuardian2418**


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